Business Context and Reporting Period
This Form 8-K Current Report was filed by First Hawaiian, Inc. on April 27, 2018, covering events that occurred on April 25, 2018. The report details the results of the Company's annual meeting of stockholders and an amendment to the First Hawaiian Bank Deferred Compensation Plan.
Key Financial Metrics
This filing is a current report regarding corporate governance and compensation plan amendments. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Corporate Actions
Deferred Compensation Plan Amendment
The Board of Directors of First Hawaiian Bank approved an amendment and restatement of the Deferred Compensation Plan. Key changes include:
- Allowing employees to defer receipt of "Critical Talent Award Contributions" (cash awards).
- Updating provisions regarding benefits payable upon disability to reflect applicable law changes.
Annual Meeting of Stockholders Results
On April 25, 2018, stockholders voted on seven proposals. The results were as follows:
- Election of Directors: All nine nominees were elected. Votes withheld ranged from approximately 4.5 million to 25.1 million, with significant broker non-votes (2.7 million) for each nominee.
- Ratification of Auditors: Deloitte & Touche LLP was ratified with 138,032,767 votes for and 11,199 votes against.
- Executive Compensation Frequency: Stockholders voted to hold advisory votes on executive compensation annually (135,201,926 votes for).
- Charter Amendments (BNP Paribas Provisions): Two proposals to eliminate supermajority voting requirements upon BNP Paribas reducing its ownership below 5% were approved with overwhelming support (approx. 135.3 million votes for each).
- Stockholder Proposals:
- Board Diversity Policy: Defeated (32.6 million for vs. 98.7 million against).
- Proxy Access Bylaw Amendment: Defeated (8.7 million for vs. 122.7 million against).
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future business performance. The primary operational update is the confirmation that the Company will conduct annual advisory votes on executive compensation until at least the 2024 annual meeting.
Key Facts for Investor Verification
- Verify the specific terms of the amended Deferred Compensation Plan in Exhibit 10.1 to understand the new deferral options for critical talent awards.
- Note the significant number of votes withheld for certain director nominees (e.g., Gérard Gil and Michel Vial received over 25 million withheld votes), which may indicate stockholder sentiment regarding board composition.
- Confirm the timeline for the removal of supermajority voting protections tied to BNP Paribas's ownership stake, as approved by stockholders.
- Review the Company's most recent quarterly or annual report for financial metrics, as this 8-K contains no financial data.